Form 8-K

8-K — Profusa, Inc.

Accession: 0001213900-26-095405

Filed: 2026-08-31

Period: 2026-08-26

CIK: 0001859807

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

Documents

8-K — ea0303945-8k_profusa.htm (Primary)

EX-99.1 — PRESS RELEASE (ea030394501ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 26, 2026

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41177

86-3437271

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (925) 997-6925

345 Allerton Ave.

South San Francisco, California 94080

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

PFSA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 26, 2026, Profusa, Inc. (the “Company”)

received a letter (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)

notifying the Company that following the effectiveness of its recent 1-for-4 reverse stock split, the Company had fewer than the 500,000

publicly held shares required under Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Requirement”). The Determination

Letter further stated that based on the Company’s correspondence with Nasdaq on August 21, 2026, Nasdaq determined that the Company

complies with the Publicly Held Shares Requirement as of August 21, 2026 and no further action is required.

The Determination Letter has no immediate effect

on the listing or trading of the Company’s common stock on the Nasdaq Global Market, and the Company’s common stock will

continue to trade under the symbol “PFSA” during the compliance period.

The Company intends to continue to monitor its

compliance with all applicable Nasdaq continued listing requirements.

This report is being filed to comply with Nasdaq

Listing Rule 5810(b), which requires prompt public disclosure of receipt of the Determination Letter. The Company will also submit the

announcement to Nasdaq’s MarketWatch Department as required by Nasdaq rules.

Forward-Looking Statements. This

Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995 that involve risks and uncertainty. All statements contained in this Current Report on Form 8-K that do not relate

to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the

outcome of the Panel’s pending decision regarding the Company’s compliance with the Bid Price Rule, MVLS Rule, and the MVPHS

Rule, the Company’s ability to regain compliance with Nasdaq listing standards, the potential conversion of the Note into shares

of Common Stock pursuant to the Note Modification and Conversion Agreement, and the effect of the Warrant Amendment on the Holder’s

rights in connection with Fundamental Transactions. Words such as “anticipate,” “estimate,” “expect,”

“intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking

statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and

uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties,

many of which are beyond management’s control, that could cause actual results to differ materially from those described in the

forward-looking statements, as well as risks relating to general economic conditions, market conditions, interest rates, and other factors.

Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected

or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in

the reports we file with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed

with the SEC, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results

to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update

or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated August 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

August 31, 2026

Profusa, Inc.

By:

/s/ Jack Stover

Name:

Jack Stover

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ea030394501ex99-1.htm · Sequence: 2

Exhibit 99.1

Profusa, Inc. Announces Compliance with Nasdaq

Publicly Held Shares Requirement

Berkeley, CA, Aug. 31, 2026 (GLOBE NEWSWIRE)

-- Profusa, Inc. (Nasdaq: PFSA) (the “Company”) announced that it has received a letter (the “Notice”) from the

Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that on August 14, 2026, following the

effectiveness of the Company’s 1-for-4 reverse stock split, the Company had less than the 500,000 publicly held shares required

under Nasdaq Listing Rule 5550(a)(4) (the “Rule”). The Notice further stated that based on the Company’s correspondence

with Nasdaq on August 21, 2026, Nasdaq has determined that the Company complies with the Rule as of August 21, 2026, and that Nasdaq’s

review of the Company’s compliance with the Rule is now closed.

The Notice has no effect on the listing or trading

of the Company’s securities, which continue to trade on The Nasdaq Capital Market under the symbol “PFSA.”

This announcement is made in accordance with Nasdaq

Listing Rule 5810(b), which requires prompt public disclosure of receipt of a deficiency notification.

About Profusa, Inc.

Based in Berkeley, California, Profusa is a digital

health company developing a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade

data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa

aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.

Forward Looking Statements

Certain statements in this press release (this

“Press Release”) may be considered “forward-looking statements” within the meaning of the “safe harbor”

provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include,

without limitation, the timing and completion of the reverse split. Forward-looking statements generally relate to future events or future

financial or operating performance of Profusa. In some cases, you can identify forward-looking statements by terminology such as “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,”

“future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”

“predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,”

or “would” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are

subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ

materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates

and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. Profusa cautions you that these

statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain.

There are risks and uncertainties described in the definitive proxy/final prospectus relating to the business combination, which has been

filed with the SEC, and in other documents filed by Profusa from time to time with the SEC. These filings may identify and address other

important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking

statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.

Investor and Media Contacts:

email: info@coreir.com

phone: 1(212) 655-0924

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